Vancouver, British Columbia
October 12, 2011
TSX-V Symbol: WF.P
P R E S S R E L E A S E
ANGKOR ANNOUNCES CLOSING OF $3 MILLION BROKERED FINANCING, COMPLETION OF QUALIFYING TRANSACTION,
CONSOLIDATION AND NAME CHANGE
For Immediate Release
ANGKOR GOLD CORP. (formerly “Weifei Capital Inc.”) (“Angkor” or the “Corporation”) is pleased to
announce the closing on October 7, 2011 of its previously announced Qualifying
Transaction, consisting of the acquisition of all of the issued and outstanding securities of
Prairie Pacific Mining Corp. (“PPMC”) (see the Corporation’s press releases dated March 30, 2011
and September 19, 2011 and its Filing Statement dated August 29, 2011 for further details) and the
completion of a concurrent brokered private placement by the Corporation for aggregate gross
proceeds of $3 million (the “Concurrent Financing”).
As set out in the Filing Statement, immediately prior to effecting the Qualifying Transaction, the
Corporation effected a consolidation of its issued and outstanding common shares on a one (1) new
for one point seven five (1.75) old basis as well as a name change to “Angkor Gold Corp.”
Shareholder approval for the consolidation was obtained at a special meeting of shareholders of the
Corporation held on August 16, 2011. The name change and the consolidation will take effect on the
issuance of the final bulletin from the TSX Venture Exchange (“TSXV”) and, at that time, the
Corporation’s common shares will begin trading under its new trading symbol “ANK”.
As set out in the Filing Statement, the Concurrent Financing consisted of the offering and issuance
of an aggregate of 12,000,000 units of Angkor (each, a “Unit”) at a price of $0.25 per Unit for
gross proceeds of $3,000,000, with Macquarie Private Wealth Inc. (the “Agent”) acting as agent.
Each Unit was comprised of one common share of Angkor and one-half of one common share purchase
warrant of Angkor, with each whole warrant entitling the holder to subscribe for one additional
common share at a price of $0.45 for a period of 24 months from the date of closing. In connection
with the Financing, the Corporation paid the Agent a cash commission of $151,175, equal to 2.5% of
the gross proceeds sold to President’s List subscribers and 8.0% to non-President’s List
subscribers. The Corporation also issued to the Agent 604,700 non-transferable unit purchase
warrants (“Agent’s Options”), equal to 2.5% of the Units sold to President’s List subscribers and
8.0% of the Units sold to non-President’s List subscribers. Each Agent’s Options being exercisable
into one Unit at a price of $0.25 per Unit for a period of 24 months from the closing. The
Corporation also reimbursed the Agent for reasonable fees and expenses incurred in connection with
the Financing and paid the Agent a corporate finance fee of $30,000 plus GST. The proceeds of the
Financing will be used for the purposes of exploration on Angkor’ properties in the Kingdom of
Cambodia and for general working capital purposes.
Prior to the completion of the Qualifying Transaction, PPMC completed a private placement
(the “Interim Financing”) on substantially the same terms as the Concurrent Financing. The
Interim Financing consisted of an offering and issuance of an aggregate of 8,000,000 units of PPMC
(“PPMC Units”) at a price of $0.25 per PPMC Unit for gross proceeds of $2,000,000. Each PPMC Unit
consisted of one common share of PPMC (which, upon completion of the Qualifying Transaction, will
convert into one common share of the Corporation) and one-half of one common share purchase warrant
of PPMC (which, upon completion of the Qualifying Transaction, will convert into warrants of the
Corporation)
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with each whole warrant entitling the holder to subscribe for one additional common share at a
price of
$0.45 for a period of 24 months from the date of closing.
In connection with the completion of the Qualifying Transaction, the Corporation has completed a
three- cornered amalgamation (the “Amalgamation”) with its wholly-owned subsidiary and PPMC and has
issued the following securities of the Corporation to holders of PPMC securities: an
aggregate of
43,461,167 common shares (consisting of 35,461,167 shares to pre-Interim Financing holders of PPMC
shares; and 8,000,000 shares to holders of PPMC shares issued in connection with the Interim
Financing); and an aggregate of 8,858,716 common share purchase warrants (consisting of 4,858,716
warrants to pre- Interim Financing holders of PPMC warrants; and 4,000,000 warrants to holders of
PPMC warrants issued in connection with the Interim Financing). For a complete summary of such
securities and their principal terms, please refer to the Corporation’s Filing Statement dated
August 29, 2011, a copy of which can be accessed via the Corporation’s corporate profile at
www.sedar.com.
After giving effect to the Qualifying Transaction (and having regard to the previously outstanding
securities of the Corporation, being, post-consolidation, an aggregate of 4,857,143 common shares
and
714,286 options to acquire common shares), the total issued and outstanding capital of Angkor
consists of the following: 61,518,310 common shares; 14,858,716 common share purchase warrants;
228,571 broker warrants; 604,700 Agent’s Options; and 485,714 options to acquire common shares of
Angkor.
An aggregate of 9,180,652 of the foregoing shares will be subject to a four-month hold period
imposed under the rules of the Exchange as well as a surplus security escrow agreement, whereby a
36-month escrow period will apply, with ten percent (10%) being releasable on receipt of final
approval of the TSXV and fifteen percent (15%) being releasable every 6 months thereafter. An
additional 13,200,000 shares are subject to the four-month hold only.
The foregoing escrow agreement and legended securities are in addition to the escrowed securities
that were deposited under a CPC escrow agreement at the time of completion of the Corporation’s
initial public offering. A further 2,571,432 common shares are held under that agreement, with
ten percent (10%) being releasable on receipt of final Exchange approval and fifteen percent (15%)
being releasable every six months thereafter.
Effective upon closing of the Qualifying Transaction, the following individuals have been appointed
as directors and officers of the Corporation: Michael Weeks (President, Chief Executive Officer
and a Director); Jonathan Ronkai (Chief Financial Officer); Adrian Mann (Vice-President,
Exploration and a Director); Scott Donahue (Vice-President, Corporation Affairs); Donald Erno
(Corporate Secretary); Guillermo Salazar (Director); Stuart Ross (Director); Terry Mereniuk
(Director) and Michael Evans (Director).
The TSX Venture Exchange has previously granted conditional approval to the listing of the common
shares of the Corporation resulting from the Qualifying Transaction, subject to receipt of final
submission documents. Pending satisfactory review of such final materials by the Exchange, it is
expected that the common shares of the Corporation will commence trading under the new symbol,
“ANK” one day after the publication by the TSXV of its final listing Bulletin.
For further details regarding the Qualifying Transaction, including detailed profiles of the
individuals that have been appointed officers and directors of the Corporation, readers are
encouraged to make reference to the Filing Statement of the Corporation that was filed on August
29, 2011 and is available under the Corporation’s profile at www.sedar.com.
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Angkor Gold Corp. is a mining company headquartered in Calgary, Alberta with interests in mineral
concessions covering approximately 2666 km2 in the Kingdom of Cambodia in South-East Asia. The
Corporation is engaged in the identification and exploration of early stage gold and base metal
properties with demonstrable potential of hosting high grade ore deposits. Angkor is the second
largest landholder of mineral concessions in Cambodia.
FOR FURTHER INFORMATION PLEASE CONTACT:
ANGKOR GOLD CORP. Mike Weeks, President Telephone: (780) 518-0326
Email: [email protected]
Reader Advisory
Except for statements of historical fact, this news release contains certain “forward-looking
information” within the meaning of applicable securities law. Forward-looking information is
frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”,
“anticipate”, “estimate” and other similar words, or statements that certain events or conditions
“may” or “will” occur. In particular, forward-looking information in this press release includes,
but is not limited to, statements with respect to the timing and completion of the Corporation’s
financings and related information. Although we believe that the expectations reflected in the
forward-looking information are reasonable, there can be no assurance that such expectations will
prove to be correct. We cannot guarantee future results, performance or achievements. Consequently,
there is no representation that the actual results achieved will be the same, in whole or in part,
as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the
statements are made and are founded on the basis of expectations and assumptions made by the
Corporation. Such forward-looking information is subject to a variety of risks and uncertainties
and other factors that could cause actual events or results to differ materially from those
anticipated in the forward-looking information. Some of the risks and other factors that could
cause the results to differ materially from those expressed in the forward-looking information
include, but are not limited to: general economic conditions in Canada, Cambodia, the United States
and globally; industry conditions, including fluctuations in the prices of gold and other base
metals; governmental regulation of the mining industry in both Canada and Cambodia, including
environmental regulation; unanticipated operating events or performance which can reduce production
or cause production to be delayed; failure to obtain industry partner and other third party
consents and approvals, if and when required; competition for and/or inability to retain mining
equipment and other services; the availability of capital on acceptable terms; the need to obtain
required approvals from regulatory authorities; stock market volatility; liabilities inherent in
mining operations; competition for, among other things, capital, undeveloped lands, skilled
personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical,
drilling, processing and transportation problems; changes in tax laws and incentive programs
relating to the mining industry; failure to realize the anticipated benefits of acquisitions and
dispositions; and other factors. Readers are cautioned that this list of risk factors should not
be construed as exhaustive.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
The forward-looking information contained in this news release is expressly qualified by this
cautionary statement. We undertake no duty to update any of the forward-looking information to
conform such information to actual results or to changes in our expectations except as otherwise
required by applicable securities legislation. Readers are cautioned not to place undue reliance
on forward-looking information.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved
nor disapproved the contents of this press release.
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of
the TSXV) accepts responsibility
for the adequacy or accuracy of this press release.
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